Crowdfunding and ESF opportunities: future perspectives for managing authorities - Manual July 2020 - fi-compass
←
→
Page content transcription
If your browser does not render page correctly, please read the page content below
Advancing with ESIF financial instruments Crowdfunding and ESF opportunities: future perspectives for managing authorities Manual July 2020
Crowdfunding and ESF opportunities: future perspectives for managing authorities DISCLAIMER This document has been produced with the financial assistance of the European Union. The views expressed herein can in no way be taken to reflect the official opinion of the European Union or the European Investment Bank. Sole responsibility for the views, interpretations or conclusions contained in this document lies with the authors. This document is provided for information only. Neither the European Investment Bank nor the European Commission gives any undertaking to provide any additional information on this document or correct any inaccuracies contained therein. The authors of the study are the European Crowdfunding Network and the European Investment Bank, Financial Instruments Advisory Division. —2—
Crowdfunding and ESF opportunities: future perspectives for managing authorities FOREWORD The European Commission encourages citizen participation and promotes the creation of positive social impact through crowdfunding. A resilient European social economy sector has an important role to play to ensure that we leave no one behind. Under the current challenging circumstances, adopting new forms of social support is more crucial than ever. I welcome this manual Nicolas Schmit European Commissioner for which is a valuable source of inspiration for managing authorities Jobs and Social Rights eager to consider alternative ways to support community-oriented social projects. I am convinced that the European Social Fund is well positioned to create synergies between shared management financial instruments and crowdfunding platforms in Europe. Alternative finance is gaining momentum across the European Union thanks to crowdfunding platforms, which are providing financial support to an increasing number of businesses. The European Investment Bank, through its Advisory Services, is enhancing the capacity of both the public sector and the crowdfunding industry, with a view to increasing social impact investment volumes. By Lilyana Pavlova working hand in hand, financial instruments and crowdfunding Vice President, European Investment Bank platforms need to unlock the potential of socially-oriented projects supporting the social economy in all Member States. —3—
Crowdfunding and ESF opportunities: future perspectives for managing authorities CONTENTS Foreword........................................................................................................................................3 List of Acronyms............................................................................................................................6 Executive summary.......................................................................................................................7 1. Setting the scene................................................................................................................10 2. Crowdfunding: definition and main features...................................................................12 2.1 Market trends and volumes................................................................................................................13 2.2 Crowdfunding models.........................................................................................................................15 2.2.1 Donation......................................................................................................................................................................... 16 2.2.2 Reward............................................................................................................................................................................ 17 2.2.3 Lending crowdfunding............................................................................................................................................. 17 2.2.4 Equity crowdfunding................................................................................................................................................. 18 2.3 Review of existing crowdfunding regulation...............................................................................19 2.3.1 European Crowdfunding Service Providers (ECSP) Regulation: a set of standardised rules............ 19 2.3.2 Overview of EU applicable law for crowdfunding........................................................................................... 21 2.3.3 Overview of national regulatory framework in Europe................................................................................. 21 2.4 Successful and unsuccessful factors for crowdfunding experiences .................................23 3. Public support to crowdfunding platforms – current experiences................................26 3.1 Crowdfund platforms and role of the managing authorities.................................................26 3.1.1 Managing authority as Sponsor............................................................................................................................. 28 3.1.2 Managing authority as Manager........................................................................................................................... 29 3.1.3 Managing authority as Curator.............................................................................................................................. 30 3.1.4 Managing authority as Facilitator......................................................................................................................... 32 3.2 Experiences of ESI Funds financial instruments with crowdfunding..................................34 3.2.1 INNOVA Venture, Lazio (IT)....................................................................................................................................... 34 3.2.2 MikroCrowd, Berlin (DE)............................................................................................................................................ 36 3.2.3 Avietė, Lithuania.......................................................................................................................................................... 37 3.3 Other experiences of financial support to crowdfunding.......................................................39 3.3.1 Support to crowdfunding from the EIB Group................................................................................................. 39 3.3.2 Support to crowdfunding from EC centrally managed instruments........................................................ 40 —4—
Crowdfunding and ESF opportunities: future perspectives for managing authorities 4. Supporting crowdfunding through financial instruments.............................................41 4.1 Financial gap and other barriers faced by the crowdfunding sector..................................41 4.2 How financial instruments can support crowdfunding ..........................................................43 4.2.1 Financial instruments delivering support through crowdfunding platforms....................................... 44 4.2.2 Financial instruments delivering support alongside crowdfunding platforms................................... 46 4.2.3 Financial instruments - grant combination ...................................................................................................... 47 4.3 Going further – proposals and food for thoughts......................................................................47 4.3.1 How to invest in crowdfunding............................................................................................................................... 48 4.3.2 Risk sharing loan model............................................................................................................................................ 48 4.3.3 Guarantee schemes.................................................................................................................................................... 49 4.3.4 When to contribute ESI Funds to a crowdfunding platform........................................................................ 51 4.4 Conclusion................................................................................................................................................51 Appendix: Responding to COVID-19 crisis through crowdfunding........................................53 —5—
Crowdfunding and ESF opportunities: future perspectives for managing authorities LIST OF ACRONYMS AIFMD Alternative Investment Fund Managers Directive BDS Business Development Services CDR Commission Delegated Regulation (Reg. 480/2014) CF Crowdfunding CLLD Community-Led Local Development CPR Common Provisions Regulation (Reg. 1303/2013) DG EMPL Directorate General for Employment, Social Affairs and Inclusion ECN European Crowdfunding Network ECSP European Crowdfunding Service Provider Regulation for Business (proposal) EFSI European Fund for Strategic Investments EIB European Investment Bank EIF European Investment Fund ERDF European Regional Development Fund ESIF or ESI European Structural and Investment Funds Funds ESF European Social Fund ESMA European Securities and Markets Authority EU European Union FI Financial Instrument FoF Fund of Funds IFI International Financial Institution MA Managing Authority NPB National Promotional Bank NPI National Promotional Institution TA Technical Assistance TO Thematic Objective(s) —6—
Crowdfunding and ESF opportunities: future perspectives for managing authorities EXECUTIVE SUMMARY “Crowdfunding will become the future of how most small businesses are going to be financed” Duncan Niederauer – former CEO of the New York Stock Exchange Compared to the traditional credit system, crowdfunding is regarded as an alternative and innovative form of finance. Defined as the practice of raising funds from a large number of individuals using online platforms, crowdfunding in Europe has increased in importance over recent years. The scope of this manual is to shed light on the possibilities offered by combining crowdfunding and European Structural and Investment Funds (ESIF or ESI Funds), with emphasis on the European Social Fund (ESF), and highlight the potential benefits of enhanced cooperation between managing authorities and the crowdfunding industry, particularly via the adoption of financial instruments (loans, guarantees and equity). This manual targets managing authorities first, as the practical hints on how to establish partnerships with crowdfunding platforms address the perspective – and the underlying challenges – of public authorities responsible for the management of ESI Funds, but is also meant to raise awareness on the importance of crowdfunding for ESI Funds stakeholders at large. As crowdfunding platforms are gaining momentum in Europe, they increasingly represent an alternative and reliable source of finance for SMEs and micro enterprises as well as a first sounding- board for innovative business ideas and for social impact projects, thereby generating positive impact on social and labour inclusion of vulnerable groups. In fact, crowdfunding often caters for the needs of typical ESF final recipients. In the rapid evolving circumstances following the COVID-19 outbreak, crowdfunding has surged in popularity due to its capacity to quickly raise funds from a large range of individuals and social investors in response to specific aspects of the crisis. Some recent examples of crowdfunding linked to COVID-19 include the enhancement of the capacity of medical structures and of healthcare facilities and accelerating the conversion of the supply chains towards the production of protective equipment. In a post COVID-19 scenario, when the need for finance is expected to peak as business activities resume, crowdfunding could play a key role in underpinning the economic recovery and leaving no one behind, the more so, if supported by the public sector. In this respect, the recent agreement of the European legislators (European Crowdfunding Service Providers Regulation1) related to a level playing field for crowdfunding providers across the EU aims to create favourable conditions for a broader outreach of the crowdfunding platforms, as well as for increased cooperation opportunities for managing authorities. 1 Proposal for a regulation of the European Parliament and of the Council on European Crowdfunding Service Providers (ECSP) for Business. COM/2018/0113 final - 2018/048 (COD). —7—
Crowdfunding and ESF opportunities: future perspectives for managing authorities There are several forms of cooperation between crowdfunding platforms and managing authorities, depending on the degree of involvement of the latter. The examples included in this manual, show how managing authorities play a crucial role in helping to overcome some of the long-standing hurdles typical of this segment of the market. For example: • investors and project promoters usually lack sufficient knowledge about the functioning of crowdfunding platforms. The support from the public sector can be instrumental in boosting trust and confidence in this sector; • crowdfunding platforms constantly struggle to match the increasing number of campaigns they host with adequate liquidity, thus leaving behind projects that might deserve funding. ESI Funds can complement crowdfunding resources, ensuring further outreach and improved terms and conditions for final recipients. Existing cooperation schemes between the public sector and crowdfunding platforms have already demonstrated some encouraging results, allowing managing authorities to harness the potential of such platforms and to support projects that were relevant for their policy objectives. Although most cooperation schemes predominantly involve the use of grants, a few pioneering experiences of financial instruments combined with crowdfunding platforms have paved the way for managing authorities including: • ESIF soft loans are offered as a follow-up of successful crowdfunding campaigns by InvestitionsBank Berlin, the business development bank of the Federal Land of Berlin. Here, the cooperation with a reward-based platform shows how financial instruments could bring forward business projects already endorsed by the crowd, thus amplifying their economic and social impact; • similarly, the Lithuanian National Promotional Institution INVEGA uses reflows from an existing ESI Funds financial instrument to invest in crowdfunding platforms, alongside private investors on a pari passu basis, thus enhancing its lending capacity in favour of microenterprises; • in the Lazio Region in Italy, the promotional agency Lazio Innova offers an ESIF co-investing facility alongside private and retail risk capital investors in start-ups, particularly those fostering the smart specialisation strategy of the Region. In addition, EU centralised financial instruments are witnessing a growing number of applications submitted by crowdfunding platforms and the EIB Group has stepped up its support to this sector. All cases presented in this manual show the potential for crowdfunding when combined with ESIF financial instruments, including the opportunity to leverage significant private resources for projects that are consistent with the investment priorities of the Operational Programmes (OP). Moreover, this report sheds light on some potential issues such as whether the crowdfunding platform could be regarded as a financial intermediary and therefore appointed for the implementation of the financial instrument. In the examples that follow, loans or equity financial products are delivered by a third party, different in nature from the managing authority and from the crowdfunding platform. A financial instrument implemented by a crowdfunding platform could potentially be an efficient solution to streamline procedures and explore further opportunities for combination of financial instruments with other kinds of support. —8—
Crowdfunding and ESF opportunities: future perspectives for managing authorities According to the needs expressed by the crowdfunding industry: • risk-sharing loan schemes could help where crowdfunding platforms suffer from insufficient liquidity; ESI Funds could then be used to magnify the lending capacity of platforms, targeting final recipients in line with the Operational Programme’s priorities; • guarantee schemes could help when the managing authority is willing to support the risk appetite of crowdfunding platforms, particularly when addressing vulnerable final recipients and projects with high social added value; • combining financial instrument with other forms of support, such as grants, might bring several advantages: - it could make crowdfunding more affordable by introducing an investment grant scheme, covering a portion of the interest rates, or part funding the costs of a crowdfunding campaign; - it could increase the capacity of project promoters to develop sound and viable business ideas by offering business development services, such as mentoring, tutoring and coaching. All this considered, the potential for ESI Funds financial instruments combined with crowdfunding represents a relatively new area that, while holding considerable potential and mutual advantages for all stakeholders involved, could benefit from guidance at EU level and tailored assistance, for example to support the launch of pilot projects. This document is composed of the following sections: • Section 1 provides background information and a general introduction to the document; • Section 2 introduces the main concepts, facts and figures of the European crowdfunding market, including an overview of the models under which crowdfunding platforms operate as well as a review of the regulatory framework and of the success factors of crowdfunding experiences; • Section 3 provides a conceptual framework of the role that the public sector could play when supporting crowdfunding, as well as an analysis of selected pioneering experiences of ESI Funds financial instruments that cooperate with crowdfunding platforms; • Section 4 illustrates different ways and structures under which financial instruments can cooperate with crowdfunding platforms (also combining financial instruments with grants), effectively pursuing the priorities of the relevant ESIF Operational Programmes. It finally includes a broad outline of some concrete proposals for the setting-up of financial instruments supporting crowdfunding platforms; • the Appendix briefly delivers on the first observed effects of the COVID-19 pandemic on the crowdfunding industry. —9—
Crowdfunding and ESF opportunities: future perspectives for managing authorities 1. SETTING THE SCENE fi-compass is an advisory and guidance platform set-up by the European Commission (EC) and the European Investment Bank (EIB) to support Member States in understanding and making better use of financial instruments (FIs) using ESI Funds. In the framework of fi-compass2, the EC (DG EMPL), with the support of the EIB, has carried out a number of factsheets, manuals and other publications aimed at seeking new, suitable areas for a further application of financial instruments under the European Social Fund (ESF). The European Crowdfunding Network AISBL (ECN)3 has cooperated with fi-compass in the realisation of the present manual. Established in 2013, ECN is a professional network that pursues initiatives aimed at innovating, representing, promoting and protecting the European crowdfunding industry as a key aspect of innovation within alternative finance and financial technology. Within the Fintech4 ecosystem, crowdfunding platforms are of particular interest to SMEs, microenterprises and socially oriented businesses. Crowdfunding, commonly defined as the practice of raising funds from a large number of individuals generally through the use of online platforms, has grown increasingly popular in recent years and is converging to a more mature state (see Section 2.1) although it still can be regarded as an alternative and innovative finance, as compared to the traditional credit system. Crowdfunding represents a new opportunity to test the market readiness for virtually all types of venture, from micro companies and self-employed, up to start-ups and SMEs. A business that goes under a market readiness test through crowdfunding can, in turn build the trust that more traditional financial institutions need, as they normally delay their investments until they have a tangible proof of the venture’s viability. ESI Funds, and particularly ESF, can be a fertile ground in which to establish partnerships with crowdfunding platforms. It is not by chance that microfinance, another typical sector that is traditionally supported by ESF, shares with crowdfunding, some distinctive features, inter alia: • crowdfunding is relevant for businesses that face difficulties in accessing traditional credit, because of limited turnover, limited or no credit history of the entrepreneurs, lack of collateral, high-risk profile of the business concept and/or of the markets of reference; • crowdfunding addresses the needs of individuals underserved by the traditional credit supply, such as new entrepreneurs, people belonging to vulnerable groups and people at risk of social exclusion. These individuals usually resort to alternative and innovative finance – including crowdfunding – when they set up a new business. Moreover, crowdfunding embeds concepts like the wisdom of the crowd (see Section 2) as well as the prominent role of the micro investors in crowdfunding platforms and the importance of local networks to finance projects: they all relate to the inclusive mission of the ESF. Access to crowdfunding is not limited to specialised professional investors or to financial institutions, thus providing an opportunity for any individual to contribute and/or to invest into a specific project. In addition, crowdfunding is associated with intense citizen engagement, contributing to projects and following their implementation. 2 For further information, see fi-compass.eu. 3 For further information, see eurocrowd.org. 4 The Basel Committee on Banking Supervision defines Fintech as “Technologically enabled financial innovation that could result in new business models, applications, processes, or products with an associated material effect on financial markets and institutions and the provision of financial services”. — 10 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities In this perspective, potential synergies between ESI Funds initiatives and crowdfunding could be drawn even more clearly in reference to community-led local development strategies (CLLD)5, when strategies focus on the importance of the co-creation processes and on citizens’ engagement in order to foster joint local development, taking into account local peculiarities. The fi-compass Survey on financial instruments under the ESF6 has recently highlighted the limited leverage effect of ESF financial instruments. In this respect, exploring the synergies with crowdfunding platforms – that by nature leverage resources from a large pool of investors – could help ESF managing authorities (MAs) in taking a decisive leap forward. Crowdfunding would enable ESF resources to attract additional private resources, both through private contributions (non-financial models) and through private resources from retail investors (financial models). This manual encourages managing authorities to familiarise themselves with crowdfunding and its peculiarities and by showing how to design relevant financial instruments in this domain, to harness the potential contribution of crowdfunding to ESI Funds and ESF priorities. For managing authorities, this document can be the stepping-stone to fruitful experiences of crowdfunding financial instruments in the future. In general, crowdfunding platforms generate high visibility in broad and diversified communities of followers, and could therefore attract a new set of potential beneficiaries to ESF resources. 5 Common Provisions Regulation, art. 32-35. 6 The fi-compass ‘Survey on FIs under the ESF - Reflections at present and ideas for future’ was conducted in May and June 2019. The survey collected feedback on current experiences and future views in connection with the implementation of FIs under the ESF. The report is available at this link: https://www.fi-compass.eu/publication/ factsheets/survey-esf-fis-report. — 11 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities 2. CROWDFUNDING: DEFINITION AND MAIN FEATURES Since its first emergence on the European market, crowdfunding has gradually established itself as a new and increasingly reliable option for start-ups and SMEs looking to raise capital. In 2015, the Joint Research Centre (JRC) of the EC described crowdfunding as “an open call for the collecting of resources (funds, money, tangible goods, time) from the population at large through an Internet platform. In return for their contributions, the crowd can receive a number of tangible or intangible benefits, which depend on the type of crowdfunding”7. To better understand the building blocks of the crowdfunding mechanism, the above-mentioned definition can be broken down into four main elements: a. crowdfunding as an open call to collect resources for a specific business idea – investors and supporters are able to directly select the projects in which they want to invest, according to their expectations and their preferences in terms of sector, risk level and financial or non-financial incentives; b. from the population at large – it enables any individual to financially contribute to projects that are hosted on a crowdfunding platform. Crowdfunding therefore leverages both on the concept of wisdom of the crowd8 and the democratisation of finance9; c. through an internet platform – crowdfunding is enabled by ‘crowdfunding platforms’, which are in fact websites where fundraisers and the crowd interact and make financial transactions. The platforms provide secure and user-friendly space and services to crowdfunding actors; d. in return for their contributions, the crowd can receive tangible or intangible advantages – investors and supporters can receive benefits, ranging from non-financial tangible benefits (e.g. a ticket to access a cultural event) to financial returns on their initial investment (e.g. interest rate in lending-based crowdfunding or a share of the profits of a company in equity-based crowdfunding). The inherent flexibility and adaptability of crowdfunding models can raise the interest of managing authorities willing to integrate crowdfunding into their range of financial instruments. In this perspective, a number of partnerships between the public sector and crowdfunding platforms have been established in different Member States in the past years (see Section 3) and specific crowdfunding types have emerged in relation to such partnerships: • civic crowdfunding is a “subcategory of crowdfunding through which citizens, often in collaboration with government, propose, fund and deliver projects that aim to provide a community service or deliver public value through local area improvement projects”10. Although most experiences of civic crowdfunding have adopted a non-financial model11 (donation or reward, see Section 2.2), the concept of civic crowdfunding is not necessarily linked to a specific model (i.e. it can be applied to some extent also to debt/equity-based platforms) but rather to the outcome that funded projects will produce (common good or service) and the geographical coverage of the funded projects (local or regional); 7 Understanding Crowdfunding and its Regulations. How can Crowdfunding help ICT Innovation?, Garry A Gabison, Joint Research Centre, Luxembourg: Publications Office of the European Union, 2015. 8 Wisdom of crowds is the idea that large groups of people are collectively smarter than individual experts when it comes to problem-solving, decision making, innovating and predicting. 9 The term “democratisation of finance” refers to the gradual process of removing control of the finance industry away from the select few big financial institutions and redistributing the control among the public. 10 Matching the Crowd, Nesta, 2017. 11 Triggering Participation: A Collection of Civic Crowdfunding and Match-funding Experiences in the EU, European Crowdfunding Network (2018). — 12 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities • match-funding focuses instead on the combination of different funding sources, rather than on specific sectors. Match-funding can be defined as a “funding scheme where resources collected by crowdfunding campaigns in specific areas are topped-up with an additional share of resources coming from public sector or private entity”12. This scheme could foresee a partnership between the managing authority and any crowdfunding model and can be applied to support initiatives in any thematic area or business sector. 2.1 Market trends and volumes Figure 1: EU market growth rate, 2013-2017 (with UK) €12b €12b €10.44b €10b 36% €10.44b €10b 36% €8b €7.97b €8b €7.97b 41% €6b €5.43b 41% €6b €5.43b €4b 92% €2.83b €4b 92% 151% €2.83b €2b €1.12b 151% €2b €1.12b €0b €0b 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Source: Cambridge Centre for Alternative Finance Figure 2: EU market growth rate, 2013-2017 (without UK) €4b €4b €3.37b €3.37b €3b 63% €3b 63% €2.06b €2b €2.06b €2b 102% €1.02b 102% €1b 72% €0.60b €1.02b €1b 82% 72% €0.33b 82% €0.60b €0.33b €0b €0b 2013 2014 2015 2016 2017 2013 2014 2015 2016 2017 Source: Cambridge Centre for Alternative Finance The importance of crowdfunding for European businesses and investors is shown by the steady increase in transaction volumes in the past years, as shown in Figure 1 and Figure 2. Although such volumes remain relatively small if compared to more established finance sources, such as venture capital/private equity and business angels13, it is worth looking at some elements that can highlight the relevance of crowdfunding: 12 Ibid. 13 Capital Markets Union, Measuring progress and planning for success, pp 25-28, AFME, September 2018. — 13 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities • the size of the European market in 2013 amounted to approximately EUR 1 billion, but latest data referred to 2017 show that volumes grew to over EUR 10 billion. This increase in volumes is also a signal of increased demand for crowdfunding, both from businesses looking to access finance in alternative ways, and from institutional, professional and retail investors looking for new opportunities; Figure 3: European Crowdfunding markets by country Total volume in €m €7b+ €2.1-5m €51-75m €500-600m €0.51-1m €200-300m €0.21-0.5m €10.1-15m €100-150m €76-100m €600-700m €1-2m €30-50m €25-30m €151-200m Up to €0.2m €5.1-10m Source: Cambridge Centre for Alternative Finance • from 2013 to 2017, the crowdfunding market in Europe grew at an average annual rate of approximately 80%; • when analysing market trends in relation to crowdfunding models, data14 clearly show a preponderance of financial crowdfunding types (lending and equity), both in terms of volumes raised and in terms of number of platforms. Non-financial crowdfunding models (donation and reward) have also witnessed an increase in volumes, yet remaining much more limited in comparison with financial crowdfunding models; • regarding the number of crowdfunding platforms15 in the EU, more than 500 platforms were recorded in 2017, with at least one operating platform in each Member State. A conducive regulatory framework is surely the main aspect that affects the spread of crowdfunding platforms in each country; it is therefore not surprising that the UK hosts the highest number of platforms (77); 14 Shifting Paradigms the 4th European Alternative Finance Benchmarking Report, Cambridge Center for Alternative Finance, 2019. 15 Ibid., p 25. — 14 —
ESIF Repayments CF project Crowdfunding and ESF opportunities: futureLosses perspectives for managing authorities CF project Losses • in terms of successfully funded crowdfunding campaigns, the average success rate per crowdfunding model was 69% for donation-based crowdfunding, 66% for rewards-based crowdfunding, 83% for lending crowdfunding and 81% for equity crowdfunding16. In other words, funding was successfully raised for two out of three projects that launched a donation or reward campaign, and for four out of five projects that launched a lending or equity campaign. However, crowdfunding is developing at an uneven rate in Europe (Figure 3). Steep differences across Member States remain, both in terms of number of crowdfunding platforms and of market volumes, which range from over EUR 7 billion in the UK to EUR 5-10 million in Eastern Europe. As mentioned before, the differences in transaction volumes and number of active crowdfunding platforms can partially be traced back to national regulatory frameworks. 2.2 Crowdfunding models Even though the crowdfunding industry is extremely diversified, the basic functioning mechanism of preparing, launching, and following up after a crowdfunding campaign remains common to all models. In general, crowdfunding platforms provide the technical infrastructure that enables the projects to be visible online, as well as the assurance that the funds are raised via an authorised and independent payment provider. Figure 4: Lifecycle of a crowdfunding campaign Delivery of expected results Project assessment and preparation • Off-the-platform phase: returns on • Project assessment (feasibility, investment or benefit/reward suitability with the platform and 4 1 with crowdfunding model) • Support to online publication (next phase) End of campaign period Online publication on crowdfunding • Campaign closing platform 3 • Funds returned to investors • Project available on platform's 2 if campaign failed website and open for funding Source: ECN The project-cycle of a crowdfunding campaign (business oriented or non-profit) can be described via the following steps: 1. Project assessment and preparation: the project is proposed by a promoter and appraised by the crowdfunding platform, which assesses its potential and suitability for crowdfunding. In case of lending and equity crowdfunding models, a due diligence is generally conducted. In case of donation and reward models, the appraisal aims at ensuring that both the project and the promoter are in line with the platform’s expertise and areas of activity. Thereafter, the platform will provide support to project owners with a view to ensuring that the project is fine-tuned and ready to be published online; 16 Ibid., p 39. — 15 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities 2. Online publication: subject to a finalisation of the first phase, the project is published on the crowdfunding platform. As from this moment and for a predefined period, investors and backers will be able to finance the project; 3. Closure of the crowdfunding campaign period: at the end of the predefined period, the crowdfunding campaign is closed and the project can no longer receive financial support through the platform. If the project raises 100% of the initial budget request, the crowdfunding campaign is considered successful and the promoter is awarded the full amount. If the amount raised is below its initial target – i.e. not reaching 100% of the funding – money is normally returned to the investors/backers and the project does not receive any funding. Some platforms (mainly donation and reward based) however, adopt a ‘take it all’ approach, which allows the project owner to receive the funding collected even if the amounts raised are below the initial target; 4. Delivery of expected results: the final phase relates to the rollout of the project and to the delivery of its expected results, benefits or financial returns. Within reward-based crowdfunding, this step takes place outside the crowdfunding platform’s infrastructure and is the sole responsibility of the project owner. Especially with pre-sales, this step is where the project or business is ramping up its activities, thereby delivering products or services. In some cases, the platform and affiliated payment service providers may facilitate the process, for example in the distribution of financial returns. For projects receiving loans, the impact of the finance is usually smoother as such transactions relate more often to working capital requirements and the expected results for the investor relate to regular repayments. In equity-based crowdfunding, the impact on the fundraising business is related to the pay out of the investment and the subsequent use of the capital increase – here the delivery of expected results is normally linked to the increase of the business value in the long-term and can only be materialised with an exit (sale) of the investment position. Notwithstanding the commonalities in the management of projects and campaigns, crowdfunding platforms can provide different benefits, incentives and services according to the specific model they implement. In order to simplify the description of such a complex landscape, four main crowdfunding models have been identified and are described in further detail below.17 2.2.1 Donation Donation crowdfunding is a philanthropic act for charitable causes, in which individuals donate small amounts while receiving no financial or other advantages in return. As this model is most suited for socially driven or not-for-profit projects, the backers are not expecting any tangible compensation. The average amount raised by individual projects on donation-based crowdfunding platforms ranges between EUR 5 000 and EUR 10 000. In the project assessment and preparation phase, the donation-based crowdfunding platform also performs a check on the proposing organisation to ensure that bank account details provided for the collection of funds corresponds to the ones of the organisation itself. In addition to this, the platform verifies that the proposed project falls within its areas of activities and sectors of interest, in order to increase the project’s chances of success. 17 This classification is the most widely accepted by the crowdfunding industry and academic experts. This version is an updated version of the Crowdfunding Guide: Booklet for Entrepreneurs, European Crowdfunding Network, 2016. — 16 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities The relationship between the project owner and the backers is closely linked to the period of the campaign: since backers do not expect any tangible return for their support, their connection to the project formally ends together with the successful (or unsuccessful) closing of the campaign. However, the strictly philanthropic motivations that led them to support the project are likely to extend their interest in the project even beyond the campaign period, up until the achievement of the expected results. 2.2.2 Reward This is the most widely used model. Backers receive a non-financial reward (gadgets, products or services) according to the amount of their economic contribution to the project. The project owner determines the nature of the rewards, as well as their correspondence to different levels of economic contribution in the preparation phase. In the specific case of tangible products, the reward-based model has proved to be an excellent pre-sales tool since the product can be offered at a lower price compared to the real retail price, it allows for a prior market test and for the establishment of a client base while raising funds. The average amount raised by individual projects on reward-based crowdfunding campaigns ranges between EUR 5 000 and EUR 25 000, up to EUR 100 000 for pre-sales projects. In the assessment and preparation phase, in addition to the steps described for the donation-based model, most reward-based crowdfunding platforms also support project owners in the design and implementation of a communication strategy that will help them maximise their chances of success. Finally, the relationship between the project owner and the backers is formally extended for a few months beyond the end of the campaign, up until the tangible benefits/rewards are delivered to each of the contributors. As in the donation model, backers might retain a certain interest in follow-up of the project’s activities or of new products and services even after the end of the campaign period. 2.2.3 Lending crowdfunding This model is similar to every typical lending scenario: individuals lend money to a company (peer-to-business lending) or to an individual (peer-to-peer lending) with the expectation that the money will be repaid with interest. The peer-to-business model is a relevant one for positive cash-flow companies (e.g. SMEs) that can realistically assure lenders of being able to pay back the loan. Lending crowdfunding is the leading model in terms of volumes in Europe, and the average amount raised by single projects ranges between EUR 50 000 and EUR 2.5 million. The assessment and preparation phase in the lending model is more extensive than in the non- financial models described above, and can be assimilated to a due diligence. Once the project is appraised, the interest rate of the loan is determined by the risk of the investment. In lending-based crowdfunding campaigns, the relation between investors and project owner (business) spreads beyond the duration of the campaign. Once the funding is successfully received, the investor will remain tied to the project for a longer – yet clearly defined – period, at the end of which the initial investment will be repaid, together with the interest. — 17 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities 2.2.4 Equity crowdfunding This model is best suited for companies (start-ups or scale-ups) with strong business plans. It works by the purchase of shares in a business or revenue share by a number of individuals (investors) in return for their investment. In addition to institutional and professional investors, this equity crowdfunding allows individuals to become retail investors and therefore co-owners of the business by lowering the entry tickets to the investment (as low as EUR 250, depending on the project/platform). Among the four crowdfunding models analysed so far, this one is the one with the highest level of risk, as co-ownership normally entails participation in potential losses, as well as profits. The average amounts raised by individual projects through equity crowdfunding range between EUR 100 000 and EUR 600 000. The assessment and preparation phase in the equity model foresees a shareholders’ decision to increase the capital of the company proposing the project. As the pre-money valuation of a company determines the price of the shares sold through the crowdfunding campaign, platforms might require further evidence18 from the company in support of the pre-money valuation, where it might appear, prima facie, unreasonable. As in lending-based crowdfunding, the relationship between investors and project owner (business) might spread over the duration of the campaign, but does not foresee a clear defined end for such engagement. The following table provides a preliminary and non-exhaustive overview of the suitability of each ESIF Thematic Objective (TO)19 to the different crowdfunding models outlined in this section. 18 Such evidence can include, but is not limited to, proof of the market size, financial performance, business plan, track- record and background of the company’s team. 19 ESI Funds shall support the thematic objectives listed under article 9 CPR. — 18 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities Table 1 - Potential use of crowdfunding per ESIF thematic objective Crowdfunding Model Thematic Objectives20 Donation Reward Lending Equity TO 1 - strengthening research, technological development and Moderate High High High innovation TO 2 - enhancing access to, and use Limited Moderate High High and quality of ICT TO 3 - enhancing the competitiveness High High High High of SMEs TO 4 - supporting the shift towards a Moderate Moderate High Moderate low-carbon economy TO 5 - promoting climate change adaptation, risk prevention and Limited Limited Moderate Moderate management TO 6 - preserving and protecting the environment and promoting resource Limited Limited Moderate Moderate efficiency TO 7 - promoting sustainable transport and removing bottlenecks in Limited Limited Limited Limited key network infrastructures TO 8 - promoting sustainable and quality employment and supporting High High High High labour mobility TO 9 - promoting social inclusion, combating poverty and any High High High High discrimination TO 10 - investing in education, training and vocational training for skills and High Moderate High Limited lifelong learning 2.3 Review of existing crowdfunding regulation The increased importance of alternative funding has been resulting in an ongoing diversification of the financial services regulatory landscape, attracting the attention of legislators and supervisory authorities across EU Member States and at EU level. The follow section include an overview of the main regulations adopted so far. 2.3.1 European Crowdfunding Service Providers (ECSP) Regulation: a set of standardised rules The European Crowdfunding Service Providers (ECSP) for Business Regulation, initially proposed by the EC in March 2018, as part of its Fintech action plan, will, once approved, allow platforms to be recognised at EU level based on a single set of rules21. 20 TO 11 ‘enhancing institutional capacity of public authorities and stakeholders and efficient public administration’ is not taken into consideration in the table as it involves the financing of technical assistance actions. 21 By the time this report has been prepared (June 2020), the formal adoption of the regulation was not yet finalised. — 19 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities The ECSP draft legislation is set out to harmonise crowdfunding offerings across Europe by establishing an independent framework, yet integrated into existing relevant financial services regulations. This will allow crowdfunding actors to operate under the supervision of national regulators across the EU for the provision of securities-based22 crowdfunding and business loans. The regulation will not affect donation or reward crowdfunding, or other types of ‘hybrid’ crowdfunding models, such as some forms of subordinated debt within national legal frameworks. The specific rules are not published yet, however, some of the key points that ECSP will address are: • a uniform set of criteria will apply to all ECSP up to offers of EUR 5 million across all EU Member States, calculated over a period of 12 months per project owner. The shares of some private limited liability companies, which are freely transferable on capital markets, are included in the scope of the legislation in order to enable small and medium sized enterprises to benefit; • investors will be provided with a key investment information sheet (KIIS) drawn up by the project owner either for each crowdfunding offer, or at platform level. Crowdfunding service providers will need to give clients clear information about the financial risks and charges they may incur, including insolvency risks and project selection criteria. In addition, investors identified as non-sophisticated will be offered more in-depth advice and guidance, in relation to their ability to bear losses and a warning in case their investment exceeds either EUR 1 000 or 5% of their net worth, followed by a reflection period of four calendar days; • any prospective ECSP regulated platform will need to request authorisation from the national competent authority (NCA) of the Member State in which they are established. Through a notification procedure in a Member State, ECSP will then also be able to provide their services cross-border. Supervision will be carried out by NCAs with the ESMA facilitating and coordinating cooperation between Member States. It is expected that, the implementation of the ECSP will take place as of 2021 across the EU. It is understood that, in addition to the provisions listed in ECSP, crowdfunding will continue to be subject to national regulations for a limited period of time in those Member States that have bespoke regulations applicable to crowdfunding relating to investments and loans and which do not fall under the ECSP provisions. ECSP will be reviewed after a two-year period and modified, if needed. 22 The terminology ‘equity and lending based crowdfunding’ is used in this section for consistency with the whole document. However, regulators refer to equity crowdfunding by using the term ‘security-based crowdfunding’, that is crowdfunding models as regulated under European securities laws, including equity investments, quasi equity investments and debt investments. In the same context, lending crowdfunding refers to models more generally covered by banking regulation, i.e. credit institutes, including business loans and credit lines. — 20 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities 2.3.2 Overview of EU applicable law for crowdfunding For the purpose of this report, the focus is also on the key EU regulations that have or could have an impact on crowdfunding. The most relevant, currently applicable EU regulations for crowdfunding (lending and equity) are: • Prospectus Regulation: Regulation (EU) 2017/1129 of the EP and of the Council of 14 June 201723 related to the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market. This regulation was already adjusted to harmonise crowdfunding within Securities law, specifically the possibility to raise up to EUR 8 million per fundraising per year without a prospectus. However, the minimum threshold of EUR 1 million allows Member States to cap fundraising anywhere between the two amounts, adding to continued fragmentation in the crowdfunding sector. This regulation, and the previous directive, have been largely applied within Member States to limit equity and lending based crowdfunding; • AIFMD Regulation: Directive 2011/61/EU of the EP and of the Council of 8 June 2011 on Alternative Investment Fund Managers24. Designed for fund managers, especially hedge funds and private equity funds, it affects crowdfunding to the extent that platforms manage funds on behalf of clients. Indeed, some lending-based crowdfunding platforms manage separate funds on behalf of institutional investors and are fully AIFMD regulated; • MiFID II: Directive 2014/65/EU of the EP and of the Council of 15 May 2014 on markets in financial instruments25. Some regulators have applied MiFID II, at least partially, to equity and lending based crowdfunding. Some crowdfunding platforms have voluntarily adopted MiFID II rules in order to overcome regulatory fragmentation with a view to operating across borders. • Payment service Directive: Directive 2015/2366/EU of the EP and of the Council of 25 November 2015 on payment services in the internal market26. The directive is applied in all Member States in relation to payment services and includes Know Your Customer requirements and Anti-Money Laundering requirements. The following sections will expand on applicable provisions for crowdfunding at Member State level. 2.3.3 Overview of national regulatory framework in Europe Notwithstanding the entry into force of a common European regulatory framework as of 2021, some aspects of crowdfunding will still be regulated at Member State level. As a result, there is not yet one simple approach to outline how crowdfunding operates throughout Europe. The last pan- European review of crowdfunding regulation was made available in 201727, while in the meantime some changes have been enacted in some Member States. 23 Date of entry into force was 20 July 2017, while the date that the rules fully applied across the EU was 21 July 2019. 24 Date of entry into force was 21 July 2011, while the date that the rules fully applied across the EU was 22 July 2013. 25 Date of entry into force was 2 July 2014, while the date that the rules applied fully across the EU was 3 January 2018 (extended from 3 January 2017). 26 Date of entry into force was 12 January 2016, while the date that the rules applied across the EU was 13 January 2018. 27 The present document does not take stock of applicable law for each of the 27 EU MS. A review of crowdfunding regulations applied in each EU MS as of 2017 is available at https://eurocrowd.org/2017/10/26/ ecn-review-crowdfunding-regulation-2017. — 21 —
Crowdfunding and ESF opportunities: future perspectives for managing authorities It is evident that crowdfunding-specific regulation has boosted the sector in countries such as the UK, France, the Netherlands, Germany and, to some extent more recently, Italy. In other countries, where such regulation has only been recently introduced the markets are not growing yet, e.g. Bulgaria, Denmark, Lithuania, Czech Republic, Estonia, Finland, Ireland and Poland, with only a few places, where apparently little or no crowdfunding activities (specifically equity-based and lending-based models) are in place (i.e. Croatia, Cyprus and Hungary). Five Member States have structured their regulations by including an exemption for crowdfunding into their existing legal frameworks, which (partly) exempts crowdfunding from applying the general financial regulation (Belgium, France, Germany, Italy and Spain). Other Member States opted for either an explicit Crowdfunding Act, providing a legal basis for equity/lending-based crowdfunding, including provisions for crowdfunding stakeholders (Austria, Finland and Lithuania) or for specific crowdfunding provisions complementing to existing regulation, mainly by adding administrative provisions published by the respective financial supervisory authorities (the Netherlands, Portugal and the UK). In the remaining 17 Member States, existing financial services regulation apply to crowdfunding. In general, existing national regulatory regimes have met with difficulties when incorporating specific crowdfunding provisions often generating market barriers. In addition to regulatory frameworks, some countries have introduced tax incentives in favour of crowdfunding (Belgium and France) or have extended tax incentives to crowdfunding (the UK).28 In conclusion, while relevant EU regulation as well as national regulation applicable to equity and lending activities was already in place, crowdfunding has only recently (through ECSP) started to be covered by its own, standardised set of rules. Therefore, in past years crowdfunding has been in some Member States largely untouched whilst in others it has been restricted in scope. While equity-based crowdfunding has overall been covered by the Prospectus Regulation as well as by aspects of MiFID, lending-based crowdfunding has had less of an overarching regulatory coverage, with some Member States applying and others leaving aside relevant rules regarding banking and credit institutions. It is expected that regulation of crowdfunding (lending and equity) will be partially harmonised at EU level, but the interpretation of national authorities will still play a prominent role. The introduction of a harmonised set of rules through ECSP should significantly reduce the regulatory fragmentation of the crowdfunding sector, and facilitate cross-border crowdfunding operations and participation of institutional investors29. 28 Matthias Klaes (Ed.): Identifying market and regulatory obstacles to cross-border development of crowdfunding in the EU. Brussels. December 2017 - https://ec.europa.eu/info/publications/171216-crowdfunding-regulatory-obstacles- crossborder-development_en. 29 A review of crowdfunding regulations applied in each EU MS as of 2017 is available at eurocrowd.org/2017/10/26/ ecn-review-crowdfunding-regulation-2017/. — 22 —
You can also read